ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Execution Copy
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This Assignment, Assumption and Recognition Agreement (the “AAR Agreement”) is made and entered into as of April 30, 2007 (the “Closing Date”), among DB Structured Products, Inc., having an address at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Assignor”), Deutsche Alt-A Securities, Inc., having an address at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Assignee”), Countrywide Home Loans Servicing LP, having an address at 000 Xxxxxxxxxxx Xxx, Xxxx Xxxxxx, Xxxxxxxxxx 00000 (the “Servicer”) and Countrywide Home Loans, Inc., having an address at 0000 Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 (the “Company”) and acknowledged and agreed to by Xxxxx Fargo Bank, N.A., as master servicer, (the “Master Servicer”).
WHEREAS, the Assignor has acquired certain residential mortgage loans listed on Attachment 1 annexed hereto (the “Assigned Loans”) from certain third party sellers pursuant to those certain mortgage loan purchase agreements;
WHEREAS, the Company has acquired all right, title, and interest in and to the Servicing Rights associated with the Assigned Loans pursuant to that certain Mortgage Loan Servicing Rights Purchase and Servicing Agreement, dated as of September 1, 2005, as amended by amendements dated as of August 31, 2006 and February 26, 2007 (collectively, the “Servicing Agreement”), among the Assignor, the Servicer and the Company; and
WHEREAS, the Company has assigned its rights and obligations with respect to the servicing of the Mortgage Loans under the Servicing Agreement to the Servicer and the Servicer is currently servicing the Assigned Loans for the benefit of the Assignor and its successors and assigns in accordance with the terms and conditions of the Servicing Agreement.
In consideration of the mutual promises contained herein, the parties hereto agree that the Assigned Loans shall be sold by the Assignor to the Assignee pursuant to the Mortgage Loan Purchase Agreement, dated as of April 30, 2007 (the “MLPA”), between the Assignor and the Assignee and subject to the terms of this AAR Agreement. The Assignee intends to transfer all right, title and interest and obligations in and to the Assigned Loans to HSBC Bank USA, National Association, as trustee (the “Trustee”) for the holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR3 Mortgage Pass-Through Certificates (the “Certificateholders”) pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignee, as depositor, the Trustee, as trustee, Xxxxx Fargo Bank, N.A., as Master Servicer and securities administrator, and Xxxxxxx Fixed Income Services Inc., as credit risk manager. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Servicing Agreement.
Assignment and Assumption
1.
Assignor hereby grants, transfers and assigns to Assignee all of the right, title, interest and obligations of Assignor in, to and under the Servicing Agreement as it relates to the servicing of the Assigned Loans. Assignor specifically reserves and does not assign to Assignee any right, title and interest in, to or under the Servicing Agreement, as it relates to loans other than the Assigned Loans set forth on Attachment 1. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Subsections 3.1 and 3.2 of the Servicing Agreement and the Assignor is retaining the right to enforce the representations and warranties set forth in Article III of the Servicing Agreement against the Company.
Representations, Warranties and Covenants
2.
Assignor warrants and represents to Assignee as of the date hereof:
(a)
Attached hereto as Attachment 2 are true and accurate copies of the servicing provisions of the Servicing Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
(b)
Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Servicing Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee under the MLPA, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignor’s interests, rights and obligations under the Servicing Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
(c)
There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the Servicing Agreement;
(d)
Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
(e)
Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
(f)
Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s articles of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee, Servicer and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and
(g)
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby. Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.
3.
Assignee warrants and represents to, and covenants with, Assignor, Servicer and Company as of the date hereof:
(a)
Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to acquire, own and purchase the Assigned Loans;
(b)
Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s articles of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor, Servicer and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(c)
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(d)
Assignee agrees to be bound by all of the terms, covenants and conditions of the Servicing Agreement with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Servicer and Company, all of Assignor’s obligations thereunder but solely with respect to such Assigned Loans.
4.
Company warrants and represents to, and covenants with, Assignor and Assignee (unless otherwise specified) as of the date hereof:
(a)
The Servicing Agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, except as contemplated in this AAR Agreement, nor has any notice of termination been given thereunder;
(b)
Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;
(c)
Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor, Servicer and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and
(d)
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby.
5.
Servicer warrants and represents to, and covenants with, Assignor and Assignee (unless otherwise specified) as of the date hereof:
(a)
Servicer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Servicing Agreement;
(b)
Servicer has the requisite entity power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Servicer ‘s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Servicer ‘s formation or organizational documents or any legal restriction, or any material agreement or instrument to which Servicer is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Servicer or its property is subject. The execution, delivery and performance by Servicer of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Servicer. This AAR Agreement has been duly executed and delivered by Servicer, and, upon the due authorization, execution and delivery by Assignor, Company and Assignee, will constitute the valid and legally binding obligation of Servicer, enforceable against Servicer in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(c)
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Servicer in connection with the execution, delivery or performance by Servicer of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(d)
From and after the Closing Date, the Servicer shall service the Assigned Loans in accordance with the terms and provisions of the Servicing Agreement, as modified by this AAR Agreement, and Servicer shall establish a Custodial Account and an Escrow Account under the Servicing Agreement with respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Servicing Agreement in favor of Assignor, and shall remit collections received. The Custodial Account and Escrow Account shall be entitled “Countrywide Home Loans Servicing LP, as Servicer in trust for Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR3”.
6.
The Company hereby guarantees the performance by the Servicer of the Servicer’s obligations under this AAR Agreement and under the Servicing Agreement.
7.
Pursuant to Section 9.18(c) of the Servicing Agreement, the Company hereby restates to the Assignor the representations and warranties set forth in Section 3.1 of the Servicing Agreement as of the Closing Date, as if such representations and warranties were set forth herein in full. In the event of a breach of any such representations and warranties as of the Closing Date, the Assignor shall be entitled to all of the remedies under the Servicing Agreement.
Recognition of Assignee.
8.
From and after the date hereof, Servicer shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with the Servicing Agreement, as modified by this AAR Agreement, but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company, Servicer and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company, Servicer, nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of the Trustee and the Master Servicer, which consent shall not be unreasonably withheld. Company and Servicer hereby acknowledges that pursuant to the Pooling and Servicing Agreement, the Assignee will assign all of its rights under this AAR Agreement to the Trustee for the benefit of the Certificateholders. Company and Servicer hereby acknowledge and consent to the assignment by the Assignee of all of the Assignee’s rights and obligations against the Company and Servicer pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company or Servicer pursuant to this AAR Agreement by the Trustee.
Modification of Servicing Agreement
9.
The Servicer and Assignor hereby modify the Servicing Agreement with respect to the Assigned Loans as follows:
(a)
The definition of “Business Day” in Article I of the Servicing Agreement is modified by deleting such definition in its entirety and replacing it with the following:
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions in the States of California, Maryland, Minnesota, New York or Texas are authorized or obligated by law or executive order to be closed.
(b)
The definition of “Eligible Account” in Article 1 of the Servicing Agreement is hereby modified by deleting such definition in its entirety and replacing it with the following:
Eligible Account: The Custodian or another depository, the accounts of which are (i) an account or accounts maintained with a federal or state chartered depository institution or trust company, the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have a minimum short-term rating of “A-2” by S&P, “P-2” by Xxxxx'x, or “F-2” by Fitch, as applicable (“Ratings”), respectively, at the time any amounts are held on deposit therein; provided, that following a downgrade, withdrawal, or suspension of such institution's rating above, each account shall, within a reasonable timeframe, be moved to one or more segregated trust accounts in the trust department of such institution, or to an account at another institution that complies with the above requirements, or (ii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company having capital and surplus of not less than $50,000,000, acting in its fiduciary capacity or (iii) any other account acceptable to the applicable Rating Agency(ies), as evidenced in writing. Each such account may bear interest unless otherwise specified herein. This Agreement may be amended to reduce the rating requirements in clause (i) above pursuant to Section 25, provided that, the Person requesting such amendment obtains a letter from the applicable Rating Agency(ies) stating that such reduction in rating requirements would not result in the downgrading or withdrawal of the respective ratings then assigned to the related securities.
(c)
The definition of “Remittance Date” in Article I of the Servicing Agreement is modified by deleting such definition in its entirety and replacing it with the following:
Remittance Date: With respect to any Distribution Date, the 22nd day of each month in which such Distribution Date occurs; provided that if the 22nd day of a given month is not a Business Day, the Remittance Date for such month shall be the Business Day immediately preceding such 22nd day; provided, further, that if the Remittance Date falls on a Friday, the Remittance Date shall be the Business Day immediately preceding such Friday; provided however that the first Remittance Date shall be May 22nd, 2007.
(d)
Article I of the Servicing Agreement is modified by adding the definition of “Prime Rate” as follows:
Prime Rate: The prime rate announced to be in effect from time to time, as published as the average rate in The Wall Street Journal.
(e)
Section 5.1 of the Servicing Agreement is hereby amended by replacing the term “Prepayment Charge” with the term “Prepayment Penalty” wherever it appears.
(f)
Section 6.1 of the Servicing Agreement is hereby amended by adding the following paragraph:
With respect to any remittance received by the Purchaser after the Remittance Date on which it was due, the Servicer shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus one percentage point, but no greater than the maximum permitted by applicable law, covering the period commencing with the day following the Business Day on which such payment was due and ending with the Business Day on which such payment is made, both inclusive.
(g)
Section 6.2 of the Servicing Agreement is hereby amended by deleting the words “Not later than each Remittance Date” in the first sentence and replacing them with, “On or before the second Business Day following the last day of each Prepayment Period”.
(h)
Sections 6.4 and 6.5 of the Servicing Agreement shall be inapplicable.
(i)
The Servicing Agreement is hereby amended by inserting Exhibit L in the form of Attachment 3 hereto; provided, however, Countrywide shall not be required to report any information relating to any prepayment penalties or charges to the extent such penalties or charges are retained by Countrywide.
(j)
Amendment One to the Servicing Agreement is hereby amended by deleting the last sentence of Section 2(e)(i)(A) and replacing it with the following:
Such report shall be addressed to the Owner, the Master Servicer and such Depositor and signed by an authorized officer of the Company, and shall address each of the Applicable Servicing Criteria specified on Exhibit A hereto (wherein “Investor” shall mean the Master Servicer);
(k)
Amendment One to the Servicing Agreement is hereby amended by deleting the first sentence of Section 2(e)(ii) and replacing it with the following:
Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the Applicable Servicing Criteria specified on Exhibit A hereto (wherein “Investor” shall mean the Master Servicer) delivered to the Owner concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment.
(l)
Amendment One to the Servicing Agreement is hereby amended by deleting the first sentence of Section 4 in its entirety and replacing it with the following:
The Existing Agreement is hereby amended by adding the exhibits attached hereto as Exhibit A and Exhibit B to the end thereto.
Miscellaneous
10.
All demands, notices and communications related to the Assigned Loans, the Servicing Agreement and this AAR Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
(a)
In the case of the Company,
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxxxxxx, Managing Director
(b)
In the case of the Servicer,
Countrywide Home Loans Servicing LP
000 Xxxxxxxxxxx Xxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxx, Xxxxxx Xxxx and Xxxx Xxxxxxx
(c)
In the case of the Assignor,
DB Structured Products, Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
(d)
In the case of the Assignee,
Deutsche Alt-A Securities, Inc.
c/o Deutsche Bank Securities, Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
(e)
In the case of the Master Servicer,
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - DBALT 2007-AR3
Telecopier: (000) 000-0000
11.
Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the reasonable fees of the attorneys of the Assignee, Servicer and the Company in connection with the negotiations for, documenting of and closing of the transactions contemplated by this AAR Agreement.
12.
The Servicer hereby acknowledges that, Xxxxx Fargo Bank, N.A. has been appointed as the Master Servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement and, therefore, has the right to enforce all obligations of the Servicer under the Servicing Agreement. Such rights will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an Event of Default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement, the right to examine the books and records of the Servicer, and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Assignor and the Assignee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) action or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer or Assignee, as applicable, or (ii) the failure of the Master Servicer or the Assignee, as applicable, to perform the obligations of the Assignee or “Owner” with respect to the servicing provisions of the Servicing Agreement. A copy of all assessments, attestations, reports and certifications required to be delivered by the Servicer under this AAR Agreement and the Servicing Agreement shall be delivered to the Master Servicer, and where such documents are required to be addressed to any party other than the Servicer, such addressee(s) shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents. The Servicer shall make all distributions under the Servicing Agreement to the Master Servicer by wire transfer of immediately available funds to:
Xxxxx Fargo Bank, N.A.
ABA Number: 000000000
Account Name: SAS Clearing
Account Number: 0000000000
For further credit to: DBALT 2007-AR3 Account #00000000
The Servicer shall deliver all reports required to be delivered under the Servicing Agreement to the Assignee and the Master Servicer at their respective addresses set forth in Section 10 herein.
13.
This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles (other than 5-1401 of the General Obligations Law), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
14.
No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
15.
This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee, Servicer or Company may be merged or consolidated or which succeeds to the business or assets thereof shall, without the requirement for any further writing, be deemed Assignor, Assignee, Servicer or Company, respectively, hereunder.
16.
This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Servicing Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the Servicing Agreement.
17.
This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.
18.
In the event that any provision of this AAR Agreement conflicts with any provision of the Servicing Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control.
19.
For purposes of this AAR Agreement, the Master Servicer shall be considered a third party beneficiary to this AAR Agreement entitled to all the rights and benefits accruing to the Master Servicer as if it were a direct party to this AAR Agreement.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
DB STRUCTURED PRODUCTS, INC. as Assignor
By:/s/ Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
Director
By:/s/ Xxxx Xxxx
Name:
Xxxx Xxxx
Title:
Vice President
DEUTSCHE ALT-A SECURITIES, INC., as Assignee
By:/s/ Xxxx Xxxx
Name:
Xxxx Xxxx
Title:
Vice President
By:/s/ Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
Director
COUNTRYWIDE HOME LOANS, INC., as Company
By:/s/ Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title:
First Vice President
COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer
By: Countrywide GP, Inc., its General Partner
By:/s/ Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title:
First Vice President
ACKNOWLEDGED AND AGREED TO:
XXXXX FARGO BANK, N.A., as Master Servicer
By:/s/ Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Vice President
ATTACHMENT 1
ASSIGNED LOANS
[ON FILE WITH THE SPONSOR]
ATTACHMENT 2
SERVICING PROVISIONS OF THE SERVICING AGREEMENT
ARTICLES IV, VII, AND VIII
[ON FILE]
ATTACHMENT 3
EXHIBIT L TO THE SERVICING AGREEMENT
REPORTING DATA FOR DEFAULTED LOANS
Data must be submitted to Xxxxx Fargo Bank in an Excel spreadsheet format with fixed field names and data type. The Excel spreadsheet should be used as a template consistently every month when submitting data.
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Table: Delinquency |
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Name | Type | Size |
Servicer Loan # | Number | 8 |
| (Double) |
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Investor Loan # | Number | 8 |
| (Double) |
|
Borrower Name | Text | 20 |
Address | Text | 30 |
State | Text | 2 |
Due Date | Date/Time | 8 |
Action Code | Text | 2 |
FC Received | Date/Time | 8 |
File Referred to Atty | Date/Time | 8 |
NOD | Date/Time | 8 |
Complaint Filed | Date/Time | 8 |
Sale Published | Date/Time | 8 |
Target Sale Date | Date/Time | 8 |
Actual Sale Date | Date/Time | 8 |
Loss Mit Approval Date | Date/Time | 8 |
Loss Mit Type | Text | 5 |
Loss Mit Estimated Completion | Date/Time | 8 |
Date |
|
|
Loss Mit Actual Completion Date | Date/Time | 8 |
Loss Mit Broken Plan Date | Date/Time | 8 |
BK Chapter | Text | 6 |
BK Filed Date | Date/Time | 8 |
Post Petition Due | Date/Time | 8 |
Motion for Relief | Date/Time | 8 |
Lift of Stay | Date/Time | 8 |
RFD | Text | 10 |
Occupant Code | Text | 10 |
Eviction Start Date | Date/Time | 8 |
Eviction Completed Date | Date/Time | 8 |
List Price | Currency | 8 |
List Date | Date/Time | 8 |
Accepted Offer Price | Currency | 8 |
Accepted Offer Date | Date/Time | 8 |
Estimated REO Closing Date | Date/Time | 8 |
Actual REO Sale Date | Date/Time | 8 |
•
Items in bold are MANDATORY FIELDS. We must receive information in those fields every month in order for your file to be accepted.
The Action Code Field should show the applicable numeric code to indicate that a special action is being taken. The Action Codes are the following:
12-Relief Provisions
15-Bankruptcy/Litigation
20-Referred for Deed-in-Lieu
30-Referred fore Foreclosure
00-Xxxxxx
00-Xxxxxxxxxx
00-XXX-Xxxx for Sale
71-Third Party Sale/Condemnation
72-REO-Pending Conveyance-Pool Insurance claim filed
Xxxxx Fargo Bank will accept alternative Action Codes to those above, provided that the Codes are consistent with industry standards. If Action Codes other than those above are used, the Servicer must supply Xxxxx Fargo Bank with a description of each of the Action Codes prior to sending the file.
Description of Action Codes:
Action Code 12 - To report a Mortgage Loan for which the Borrower has been granted relief for curing a delinquency. The Action Date is the date the relief is expected to end. For military indulgence, it will be three months after the Borrower’s discharge from military service.
Action Code 15 - To report the Borrower’s filing for bankruptcy or instituting some other type of litigation that will prevent or delay liquidation of the Mortgage Loan. The Action Date will be either the date that any repayment plan (or forbearance) instituted by the bankruptcy court will expire or an additional date by which the litigation should be resolved.
Action Code 20 - To report that the Borrower has agreed to a deed-in-lieu or an assignment of the property. The Action Date is the date the Servicer decided to pursue a deed-in-lieu or the assignment.
Action Code 30 - To report that the decision has been made to foreclose the Mortgage Loan. The Action Date is the date the Servicer referred the case to the foreclosure attorney.
Action Code 60 - To report that a Mortgage Loan has been paid in full either at, or prior to, maturity. The Action Date is the date the pay-off funds were remitted to the Master Servicer.
Action Code 65 - To report that the Servicer is repurchasing the Mortgage Loan. The Action Date is the date the repurchase proceeds were remitted to the Master Servicer.
Action Code 70 - To report that a Mortgage Loan has been foreclosed or a deed-in-lieu of foreclosure has been accepted, and the Servicer, on behalf of the owner of the Mortgage Loan, has acquired the property and may dispose of it. The Action Date is the date of the foreclosure sale or, for deeds-in-lieu, the date the deed is recorded on behalf of the owner of the Mortgage Loan.
Action Code 71 - To report that a Mortgage Loan has been foreclosed and a third party acquired the property, or a total condemnation of the property has occurred. The Action Date is the date of the foreclosure sale or the date the condemnation award was received.
Action Code 72 - To report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has been accepted, and the property may be conveyed to the mortgage insurer and the pool insurance claim has been filed. The Action Date is the date of the foreclosure sale, or, for deeds-in-lieu, the date of the deed for conventional mortgages.
The Loss Mit Type field should show the approved Loss Mitigation arrangement. The following are acceptable:
ASUM-Approved Assumption
BAP-Borrower Assistance Program
CO-Charge Off
DIL-Deed-in-Lieu
FFA-Formal Forbearance Agreement
MOD-Loan Modification
PRE-Pre-Sale
SS-Short Sale
MISC-Anything else approved by the PMI or Pool Insurer
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Xxxxx Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property. The acceptable codes are:
Mortgagor
Tenant
Unknown
Vacant
REALIZED LOSS CALCULATION INFORMATION
XXXXX FARGO BANK, N.A. Form 332
Calculation of Realized Loss
Purpose
To provide the Servicer with a form for the calculation of any Realized Loss (or gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.
Distribution
The Servicer will prepare the form in duplicate and send the original together with evidence of conveyance of title and appropriate supporting documentation to the Master Servicer with the Monthly Accounting Reports which supports the Mortgage Loan’s removal from the Mortgage Loan Activity Report. The Servicer will retain the duplicate for its own records.
Due Date
With respect to any liquidated Mortgage Loan, the form will be submitted to the Master Servicer no later than the date on which statements are due to the Master Servicer under Section 4.02 of this Agreement (the “Statement Date”) in the month following receipt of final liquidation proceeds and supporting documentation relating to such liquidated Mortgage Loan; provided, that if such Statement Date is not at least 30 days after receipt of final liquidation proceeds and supporting documentation relating to such liquidated Mortgage Loan, then the form will be submitted on the first Statement Date occurring after the 30th day following receipt of final liquidation proceeds and supporting documentation.
Preparation Instructions
The numbers on the form correspond with the numbers listed below.
1.
The actual Unpaid Principal Balance of the Mortgage Loan.
2.
The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed.
3-7.
Complete as necessary. All line entries must be supported by copies of appropriate statements,
vouchers, receipts, canceled checks, etc., to document the expense. Entries not properly
documented will not be reimbursed to the Servicer.
8.
Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis.
10.
The total of lines 1 through 9.
Credits
11-17.
Complete as necessary. All line entries must be supported by copies of the appropriate claims forms, statements, payment checks, etc. to document the credit. If the Mortgage Loan is subject to a Bankruptcy Deficiency, the difference between the Unpaid Principal Balance of the Note prior to the Bankruptcy Deficiency and the Unpaid Principal Balance as reduced by the Bankruptcy Deficiency should be input on line 16.
18.
The total of lines 11 through 17.
Total Realized Loss (or Amount of Any Gain)
19.
The total derived from subtracting line 18 from 10. If the amount represents a realized gain, show the amount in parenthesis ( ).
XXXXX FARGO BANK, N.A.
CALCULATION OF REALIZED LOSS
XXXXX FARGO BANK, N.A. Trust: ___________________________
Prepared by: __________________ Date: _______________
Phone: ______________________
Servicer Loan No.
Servicer Name
Servicer Address
XXXXX FARGO BANK, N.A.
Loan No._____________________________
Borrower’s Name:________________________________________________________
Property
Address:________________________________________________________________
Liquidation and Acquisition Expenses: |
|
Actual Unpaid Principal Balance of Mortgage Loan | $ _______________(1) |
Interest accrued at Net Rate | ________________(2) |
Attorney’s Fees | ________________(3) |
Taxes | ________________(4) |
Property Maintenance | ________________(5) |
MI/Hazard Insurance Premiums | ________________(6) |
Hazard Loss Expenses | ________________(7) |
Accrued Servicing Fees | ________________(8) |
Other (itemize) | ________________(9) |
| $ _________________ |
|
|
|
|
Total Expenses | $ ______________(10) |
Credits: |
|
Escrow Balance | $ ______________(11) |
HIP Refund | ________________(12) |
Rental Receipts | ________________(13) |
Hazard Loss Proceeds | ________________(14) |
Primary Mortgage Insurance Proceeds | ________________(15) |
Proceeds from Sale of Acquired Property | ________________(16) |
Other (itemize) | ________________(17) |
| ___________________ |
| ___________________ |
Total Credits | $________________(18) |
Total Realized Loss (or Amount of Gain) $________________
Exhibit L-1: Standard File Layout - Master Servicing |
|
|
| |
Column Name | Description | Decimal | Format Comment | Max Size |
SER_INVESTOR_NBR | A value assigned by the Servicer to define a group of loans. |
| Text up to 10 digits | 20 |
LOAN_NBR | A unique identifier assigned to each loan by the investor. |
| Text up to 10 digits | 10 |
SERVICER_LOAN_NBR | A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR. |
| Text up to 10 digits | 10 |
BORROWER_NAME | The borrower name as received in the file. It is not separated by first and last name. |
| Maximum length of 30 (Last, First) | 30 |
SCHED_PAY_AMT | Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant. | 2 | No commas(,) or dollar signs ($) | 11 |
NOTE_INT_RATE | The loan interest rate as reported by the Servicer. | 4 | Max length of 6 | 6 |
NET_INT_RATE | The loan gross interest rate less the service fee rate as reported by the Servicer. | 4 | Max length of 6 | 6 |
SERV_FEE_RATE | The servicer's fee rate for a loan as reported by the Servicer. | 4 | Max length of 6 | 6 |
SERV_FEE_AMT | The servicer's fee amount for a loan as reported by the Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
NEW_PAY_AMT | The new loan payment amount as reported by the Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
NEW_LOAN_RATE | The new loan rate as reported by the Servicer. | 4 | Max length of 6 | 6 |
ARM_INDEX_RATE | The index the Servicer is using to calculate a forecasted rate. | 4 | Max length of 6 | 6 |
ACTL_BEG_PRIN_BAL | The borrower's actual principal balance at the beginning of the processing cycle. | 2 | No commas(,) or dollar signs ($) | 11 |
ACTL_END_PRIN_BAL | The borrower's actual principal balance at the end of the processing cycle. | 2 | No commas(,) or dollar signs ($) | 11 |
BORR_NEXT_PAY_DUE_DATE | The date at the end of processing cycle that the borrower's next payment is due to the Servicer, as reported by Servicer. |
| MM/DD/YYYY | 10 |
SERV_CURT_AMT_1 | The first curtailment amount to be applied. | 2 | No commas(,) or dollar signs ($) | 11 |
SERV_CURT_DATE_1 | The curtailment date associated with the first curtailment amount. |
| MM/DD/YYYY | 10 |
CURT_ADJ_ AMT_1 | The curtailment interest on the first curtailment amount, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
SERV_CURT_AMT_2 | The second curtailment amount to be applied. | 2 | No commas(,) or dollar signs ($) | 11 |
SERV_CURT_DATE_2 | The curtailment date associated with the second curtailment amount. |
| MM/DD/YYYY | 10 |
CURT_ADJ_ AMT_2 | The curtailment interest on the second curtailment amount, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
SERV_CURT_AMT_3 | The third curtailment amount to be applied. | 2 | No commas(,) or dollar signs ($) | 11 |
SERV_CURT_DATE_3 | The curtailment date associated with the third curtailment amount. |
| MM/DD/YYYY | 10 |
CURT_ADJ_AMT_3 | The curtailment interest on the third curtailment amount, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
PIF_AMT | The loan "paid in full" amount as reported by the Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
PIF_DATE | The paid in full date as reported by the Servicer. |
| MM/DD/YYYY | 10 |
|
|
| Action Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution, 65=Repurchase,70=REO | 2 |
ACTION_CODE | The standard FNMA numeric code used to indicate the default/delinquent status of a particular loan. | |||
INT_ADJ_AMT | The amount of the interest adjustment as reported by the Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
SOLDIER_SAILOR_ADJ_AMT | The Soldier and Sailor Adjustment amount, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
NON_ADV_LOAN_AMT | The Non Recoverable Loan Amount, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
LOAN_LOSS_AMT | The amount the Servicer is passing as a loss, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
SCHED_BEG_PRIN_BAL | The scheduled outstanding principal amount due at the beginning of the cycle date to be passed through to investors. | 2 | No commas(,) or dollar signs ($) | 11 |
SCHED_END_PRIN_BAL | The scheduled principal balance due to investors at the end of a processing cycle. | 2 | No commas(,) or dollar signs ($) | 11 |
SCHED_PRIN_AMT | The scheduled principal amount as reported by the Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans. | 2 | No commas(,) or dollar signs ($) | 11 |
SCHED_NET_INT | The scheduled gross interest amount less the service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans. | 2 | No commas(,) or dollar signs ($) | 11 |
ACTL_PRIN_AMT | The actual principal amount collected by the Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans. | 2 | No commas(,) or dollar signs ($) | 11 |
ACTL_NET_INT | The actual gross interest amount less the service fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans. | 2 | No commas(,) or dollar signs ($) | 11 |
PREPAY_PENALTY_ AMT | The penalty amount received when a borrower prepays on his loan as reported by the Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
PREPAY_PENALTY_ WAIVED | The prepayment penalty amount for the loan waived by the servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
|
|
|
|
|
MOD_DATE | The Effective Payment Date of the Modification for the loan. |
| MM/DD/YYYY | 10 |
MOD_TYPE | The Modification Type. |
| Varchar - value can be alpha or numeric | 30 |
DELINQ_P&I_ADVANCE_AMT | The current outstanding principal and interest advances made by Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
